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<title>End User License Agreement dated May 25, 2007</title>
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End User License Agreement dated May 25, 2007
(May be updated from time to time by Tridium)

</p><p>
TRIDIUM, INC. ("TRIDIUM") HAS DEVELOPED A STANDARDIZED ARCHITECTURE 
AND RELATED SOFTWARE FOR INTERCONNECTING DEVICES AND CONTROLLERS. 
TRIDIUM IS WILLING TO PROVIDE A LIMITED LICENSE OF THE ARCHITECTURE 
AND SOFTWARE THAT ACCOMPANY THIS END USER LICENSE AGREEMENT TOGETHER 
WITH THE PRINTED OR ONLINE DOCUMENTATION FURNISHED BY TRIDIUM IN 
CONJUNCTION WITH IT (THE "NIAGARA<sup>AX</sup> FRAMEWORK") TO YOU ONLY ON THE 
CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. 

</p><p>
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY 
BEFORE CLICKING ON THE "I ACCEPT" BUTTON. BY CLICKING ON THE 
"I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT 
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. CLICK ON THE 
"DO NOT ACCEPT" BUTTON TO DISCONTINUE THE INSTALLATION PROCESS. 
THE ACCEPTANCE OF THIS AGREEMENT IS REQUIRED FOR USE OF THE 
NIAGARA<sup>AX</sup> FRAMEWORK . 

</p><p>
1.   LICENSE GRANTS AND RESTRICTIONS. 

</p><p>
1.1   Niagara<sup>AX</sup> Framework . Subject to the terms and conditions contained 
herein, Tridium hereby grants you a non-transferable, non-exclusive, 
limited license to install, use and execute the Niagara<sup>AX</sup> Framework on a 
single personal computer, which is identified by serial number or other 
means during the installation process (the "Designated System"), and to use 
the documentation furnished by Tridium in conjunction with it, solely for your 
internal business use. You may transfer and use the Niagara<sup>AX</sup> Framework on a 
backup computer system you own or lease if, and only for so long as, the 
Designated System is (i) inoperative or (ii) unavailable due to regularly 
scheduled maintenance, upon issuance by Tridium of a backup license key. 

</p><p>
1.2   No Other Rights Granted. Apart from the license expressly granted 
herein, no license or other right is granted by Tridium to you under 
this Agreement, either directly or by implication, estoppel, or otherwise 
(including, but not limited to, the right to prepare derivative works). 
You shall have no right or access to the source code of the Niagara<sup>AX</sup> 
Framework other than the source code, if any, for certain application program 
interfaces that are included with the Niagara<sup>AX</sup> Framework.  If any source 
code is included with the Niagara<sup>AX</sup> Framework, it is provided solely as a 
reference, is provided subject to all of the limitations of Section 2 below, 
and may not to be modified by you in any way.  You shall have no right to use 
the Niagara<sup>AX</sup> Framework to operate or control any system, or component of any 
system, of any third party.  

</p><p>
2.   YOUR RESPONSIBILITIES. YOU SHALL (I) USE ALL COMMERCIALLY REASONABLE 
EFFORTS TO ENSURE THAT YOUR EMPLOYEES COMPLY WITH THE TERMS OF THIS 
AGREEMENT; (II) NOT MODIFY, DECOMPILE, DISASSEMBLE, DECRYPT, EXTRACT, OR 
OTHERWISE REVERSE ENGINEER THE NIAGARA<sup>AX</sup> FRAMEWORK  OR ANY PART THEREOF, OR 
ANY APPLICATION ENABLER OR GRANT ANY OTHER PERSON OR ENTITY THE RIGHT TO 
DO SO OR TAKE ANY ACTION THAT WOULD ASSIST ANY OTHER PERSON OR ENTITY IN 
DOING SO AND WILL PROMPTLY NOTIFY TRIDIUM OF ANY INFORMATION THAT ANY 
OTHER PERSON OR ENTITY IS OR IS ATTEMPTING TO COPY, REVERSE ENGINEER, 
DISASSEMBLE, DECOMPILE, TRANSLATE OR MODIFY THE NIAGARA<sup>AX</sup> FRAMEWORK ; (III) 
NOT INSERT, DELETE, REPLACE, CHANGE OR OTHERWISE ALTER ANY FILES IN THE 
NIAGARA<sup>AX</sup> FRAMEWORK  OR APPLICATION ENABLER; (IV) NOT MODIFY, CHANGE, 
PREPARE DERIVATIVE WORKS OF OR OTHERWISE ALTER ANY BINARY CODE FILES 
INCLUDED WITH THE NIAGARA<sup>AX</sup> FRAMEWORK ; (V) NOT LOAN, RENT, LEASE, GIVE, 
SUBLICENSE, TRANSFER, PUBLISH, DISCLOSE, DISPLAY, OR OTHERWISE MAKE 
AVAILABLE THE NIAGARA<sup>AX</sup> FRAMEWORK , IN WHOLE OR IN PART, TO ANY OTHER 
PERSON OR ENTITY; (VI) NOT MODIFY ANY APPLICATION PROGRAMMING INTERFACE, 
INCLUDING MODIFYING ANY APPLICATION PROGRAMMING INTERFACE BY CREATING 
ADDITIONAL CLASSES WITHIN ANY INTERFACE OR OTHERWISE CAUSING THE ADDITION 
TO OR MODIFICATION OF THE CLASSES IN AN INTERFACE, AND (VII) NOT INCORPORATE 
ANY CODE INCLUDED WITH THE NIAGARA<sup>AX</sup> FRAMEWORK  OR ANY DOCUMENTATION IN ANY 
DEVELOPER PRODUCT. 

</p><p>
3.   TECHNICAL SUPPORT. Tridium shall have no obligation to provide technical 
support to you except as provided in a separate agreement signed by Tridium. 

</p><p>
4.  LICENSE FEES. The license fees paid by or for you to Tridium are paid in 
consideration of the licenses granted under this Agreement. 

</p><p>
5.   OWNERSHIP AND CONFIDENTIALITY. 

</p><p>
5.1   Ownership by Tridium. Tridium retains all right, title and interest, 
in and to the Niagara<sup>AX</sup> Framework  (and any portions thereof). You shall not 
have any right, title, or interest to the Niagara<sup>AX</sup> Framework  except as 
provided in this Agreement, and further shall secure and protect the Niagara<sup>AX</sup> 
Framework  consistent with maintenance of Tridium's proprietary rights 
therein. You agree that you shall not contest or challenge, or take any action 
inconsistent with or that may damage or impair Tridium's ownership or rights, 
and further that you shall not contest or challenge, or take any action 
inconsistent with or that may damage or impair the ownership or intellectual 
property rights of Tridium's licensors. You shall not use the Niagara<sup>AX</sup> 
Framework except as is expressly authorized in this Agreement. 

</p><p>
5.2   Confidentiality. You acknowledge that the Niagara<sup>AX</sup> Framework contains 
valuable trade secrets of Tridium and you agree to maintain the 
confidentiality of the Niagara<sup>AX</sup> Framework using at least the same degree of 
care you use with your own confidential information. 

</p><p>
5.3  Third-Party Code.   Additional copyright notices and license terms 
applicable to portions of the Niagara<sup>AX</sup> Framework are set forth in the 
readmeLicenses.txt file provided with the Niagara<sup>AX</sup> Framework.  In addition 
to any terms and conditions of any third-party opensource/freeware license 
identified in the readmeLicenses.txt file, the disclaimer of warranty and 
limitation of liability provisions contained below in paragraph 6 of this 
Agreement shall apply to all third party code contained in the Niagara<sup>AX</sup> 
Framework.

</p><p>
6.   WARRANTIES AND LIMITATIONS. 

</p><p>
6.1   Disclaimer of Software Warranty. TRIDIUM LICENSES THE NIAGARA<sup>AX</sup> 
FRAMEWORK "AS IS," WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. 
TRIDIUM SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE 
FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL 
IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS 
FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN 
BY TRIDIUM, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY.

</p><p>
6.2  Disclaimer of Purpose of Niagara<sup>AX</sup> Licensing Tool:  The Niagara<sup>AX</sup> 
Licensing Tool has not been customized to address your specific needs and 
circumstances as a developer.  The supply of this tool does not provide any 
assurance that the products you may develop will be protected from misuse, 
does not constitute the giving of legal advice and does not establish an 
attorney/client relationship with Tridium, its owners, agents, 
representatives, partners or affiliates.  You acknowledge that your use of 
the Niagara<sup>AX</sup> Licensing Tool is at its own risk and that you should consult 
an attorney to ensure that the methods of protection you use for any products 
you may develop using the Niagara<sup>AX</sup> Framework are appropriate for your 
specific needs and circumstances.

</p><p>
6.3   Limitation of Liability. NEITHER TRIDIUM NOR ANY OF ITS LICENSORS, 
OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, 
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES 
(INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, PERSONAL INJURY, LOST 
DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR 
BREACH OR IN TORT, EVEN IF TRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES. 

</p><p>
6.4   Limitation of Remedies. IN NO EVENT SHALL TRIDIUM'S MONETARY LIABILITY 
IN CONNECTION WITH THIS AGREEMENT OR THE NIAGARA<sup>AX</sup>  FRAMEWORK, TO YOU EXCEED 
THE AMOUNTS PAID TO IT BY YOU PURSUANT TO THIS AGREEMENT. 

</p><p>
7.   ASSURANCES BY YOU. There can be no assurances whatsoever that control 
systems such as the Niagara<sup>AX</sup> Framework will protect any individual or his 
or her property from harm. Appropriate safety precautions must always be 
taken when operating or maintaining equipment connected to the Niagara<sup>AX</sup> 
Framework. Tridium assumes no responsibility or liability for any injury or 
damage to any persons or property resulting from the use by you of the 
Niagara<sup>AX</sup> Framework. Further, you represent and warrant that you will take 
appropriate precautions, establish appropriate procedures and post 
appropriate notices to ensure that persons and property are not harmed in 
the event of an error, malfunction or unexpected operation of the Tridium 
Niagara<sup>AX</sup> Framework  or products.

</p><p>
8.  HIGH RISK APPLICATIONS. Unless Tridium has provided its express written 
consent for each component of the Niagara Framework, you will make reasonable 
business efforts to ensure that it is not used in any application in which the 
failure of the Licensed Materials could lead to death, personal injury or 
severe physical or property damage (collectively, "High-Risk Applications"), 
including but not limited to the operation of nuclear facilities, mass transit 
systems, aircraft navigation or aircraft communication systems, air traffic 
control, weapon systems and direct life support machines. Tridium expressly 
disclaims any express or implied warranty or condition of fitness for 
High-Risk Applications.

</p><p>
9.   INDEMNIFICATION. You shall indemnify and hold harmless Tridium from and 
against all losses, claims, damages or other causes of any nature or kind 
whatsoever (including reasonable attorney's fees) arising directly or 
indirectly out of third party claims concerning (i) a breach of any of your 
obligations, covenants, representations or warranties contained herein; (ii) 
your selection of, transactions and/or agreements with any party that is an 
authorized Tridium reseller or distributor, systems integrator or trainer, or 
any other third party; (iii) any product developed by you using the Niagara<sup>AX</sup> 
Framework; (iv) any combination of the Niagara<sup>AX</sup> Framework, or any component 
of it, with any product developed by you using the Niagara<sup>AX</sup> Framework  or 
with any other product, equipment, device, software, system or data not 
supplied by Tridium, and (v) the negligence or intentional misconduct of you 
or your officers, employees, agents or contractors. You agree not to interpose 
any cross-claim, third party claim or similar claim against Tridium based on a 
claim, suit, action or proceeding  threatened or commenced against you related 
to the Licensed Materials and arising out of any matter other than a matter, 
if any, for which Tridium has agreed to indemnify you under a separate 
agreement signed by Tridium.

</p><p>
10.   TERM AND TERMINATION. This Agreement is effective upon your clicking the 
"I Accept" button and shall continue until terminated. You may terminate 
this Agreement at any time by returning the Niagara<sup>AX</sup> Framework and all 
copies and extracts to Tridium. Tridium may terminate this Agreement upon a 
material or continuing breach of this Agreement by you by the giving of 10 
days prior written notice of termination, stating the cause therefor, with 
termination becoming effective at the close of said 10-day term if the 
breach is not then cured to the satisfaction of Tridium.

</p><p>
11.   TRADEMARKS.  Under no circumstances may you use the "Powered by Niagara" 
trademark or any other trademark or service mark of Tridium to identify goods 
or services provided by you except as expressly agreed to by Tridium in 
writing. 

</p><p>
12.   GENERAL TERMS. 

</p><p>
12.1   Assignment. You may assign this Agreement or your rights and 
obligations under this Agreement to a purchaser of the real property and/or 
hardware on which the software is installed, provided (i) you provide the 
purchaser with a copy of this Agreement and (ii) the purchaser agrees to 
comply with all of the terms and conditions of this Agreement. Tridium may 
assign this Agreement without your consent. 

</p><p>
12.2   Export. Software, including technical data, is subject to U.S. export 
control laws, including the U.S. Export Administration Act and its 
associated regulations, and may be subject to export or import regulations 
in other countries. You agree to comply strictly with all such regulations 
and acknowledge that you have the responsibility to obtain such licenses to 
export, re-export, or import Niagara<sup>AX</sup> Framework. The Niagara<sup>AX</sup> Framework 
may not be used, sold, resold, sublicensed, diverted, transferred, 
reshipped, or otherwise exported or re-exported: (i) in, into or through any 
country designated as a terrorist supporting country by the U.S. government 
or any of its agencies; (ii) in, into or through any country for which the U.S. 
has an embargo or with which the U.S. or any of its agencies maintains 
comprehensive trade controls; (iii) to or by a national or resident of the 
countries described in (i) or (ii); or (iv) to or by any party included in 
the United States Department of Commerce's Denied Persons List, Entity List 
or Unverified List; or the United States Department of the Treasury's 
Specially Designated Nationals, Specially Designated Global Terrorists, 
Specially Designated Narcotics Traffickers, Specially Designated Narcotic 
Traffickers, or Specially Designated Terrorists List; or the United States 
Department of State's Designated Foreign Terrorist Organizations or Debarred 
Persons List; or is otherwise designated by the U.S. government or any of 
its agencies as a party with which it is unlawful to do business.

</p><p>
12.3   Equitable Relief. You acknowledge that any breach of your obligations 
hereunder with respect to the Niagara<sup>AX</sup> Framework or the confidential 
information of Tridium, including, without limitation, Section 5.1 and 5.2 
above, will cause Tridium irreparable injury for which it has no adequate 
remedy at law.  You further agree that Tridium will be entitled to seek and 
obtain equitable relief, including preliminary injunctions and temporary 
restraining orders, to prevent any unauthorized use of the Niagara<sup>AX</sup> 
Framework and confidential information, without posting of bond or other 
security, in addition to all other remedies available to it under this 
Agreement or other applicable law. 

</p><p>
12.4   Entire Agreement. This Agreement comprises the entire agreement 
between the parties relating to its subject matter. This Agreement 
supersedes all prior agreements and understandings, written or oral, express 
or implied. This Agreement can be amended or modified only by a writing 
executed in advance by duly authorized representatives of each of the 
parties hereto. In the event any foreign ministry or other governmental 
entity or agency makes any changes, deletions or modifications to this 
Agreement, holds any provision herein unenforceable or imposes any 
conditions or restrictions on either party to this Agreement which affects 
its ability to fully perform, Tridium shall have the right to immediately 
terminate this Agreement. By clicking the I ACCEPT button, you represent and 
warrant that all consents, approval or authorizations of third parties, 
foreign ministries or any governmental entities or agencies, required as a 
condition or otherwise necessary for you to enter into and perform its 
obligations under this Agreement have been duly obtained. 

</p><p>
12.5   Waiver. A waiver of any breach of default of this Agreement shall not 
create a waiver of the term or of any subsequent breach of default. 

</p><p>
12.6   Governing Law; Choice of Venue. The validity of this Agreement and the 
rights, obligations and relations of the parties hereunder shall be 
construed and determined under and in accordance with the substantive laws 
of the Commonwealth of Virginia with respect to claims governed by state law 
and the laws of the United States with respect to claims arising under the 
laws of the United States, without regard to conflicts of laws principles 
and excluding the Convention on Contracts for the International Sale of 
Goods. Any action arising from or relating to this Agreement or the conduct 
of the parties pursuant hereto shall be commenced and heard solely within a 
federal or state court of competent jurisdiction found within the boundaries 
of the United States District Court for the Eastern District of Virginia, 
Richmond Division, and Tridium and you each consent to personal jurisdiction 
and venue in any such court. 

</p><p>
12.7   Severability. Should any term or provision of this Agreement be 
finally determined by a court of competent jurisdiction to be void, invalid, 
unenforceable or contrary to law or equity, the offending term shall be 
modified and limited (or if strictly necessary, deleted) only to the extent 
required to conform to the requirements of law and the remainder of this 
Agreement (or, as the case may be, the application of such provisions to 
other circumstances) shall not be affected thereby but rather shall be 
enforced to the greatest extent permitted by law. 

</p><p>
12.8   Government Use. The Niagara<sup>AX</sup> Framework is provided with restricted 
rights. With respect to any acquisition of the Niagara<sup>AX</sup> Framework by or 
for any unit or agency of the U.S. Government ("Government"), the Niagara<sup>AX</sup> 
Framework shall be classified as "Commercial Computer Software," as that 
term is defined in the applicable provisions of the Federal Acquisition 
Regulation ("FAR") and supplements thereto, including the Department of 
Defense ("DoD") FAR Supplement ("DFARS"). If the Niagara<sup>AX</sup> Framework is 
supplied for use by DoD, the Niagara<sup>AX</sup> Framework  is delivered subject to 
the terms of this Agreement and either (i) in accordance with DFARS 
252.227-7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in 
accordance with DFARS 252.227 7013(c)(1)(ii), as applicable. If the Niagara<sup>AX</sup> 
Framework is supplied for use by a federal agency other than DoD, the 
Niagara<sup>AX</sup> Framework  is restricted computer software delivered subject to 
the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or 
(iii) FAR 52.227-14 (ALT III), as applicable. 
</p>
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